Current Report Filing (8-k)
May 04 2018 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 2018
WESTERN URANIUM CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
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Ontario, Canada
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000-55626
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98-1271843
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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330 Bay Street, Suite 1400, Toronto, Ontario, Canada
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M5H 2S8
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
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(970) 864-2125
N/A
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(Former Name or Former Address, if Changed Since Last Report.)
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Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
þ
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
On May 4, 2018, Western Uranium Corporation (“Western”
or the “Company”) completed the closing of a non-brokered private placement (the “Placement”). In the Placement,
the Company issued a total of 909,622 units (the “Units”) for gross proceeds of CAD$618,543. The Company issued the
Units at a price of CAD$0.68 per Unit. Each Unit consists of one common share of the Company (a “Share”) plus one-half
common share purchase warrant of the Company. Each whole warrant (a “Warrant”) entitles the holder to purchase one
Share at a price of CAD$1.15 for a period of 2 years following the closing date of the Placement. The Warrants contain a provision
that if the Company’s shares trade at or above CAD$2.50 per share for five consecutive trading days, the Company may, at
any time after the expiry of the applicable statutory hold period, accelerate the expiration of the Warrants upon not less than
30 days’ written notice by the Company. Only accredited investors (as defined in Rule 501(a) of Regulation D) participated
in the Placement. The Company relied on Rule 506(b) of Regulation D for offers and sales of the Units to both U.S. and non-U.S.
subscribers. The Company will file Form D with respect to the Placement.
A shares for debt settlement (the “Settlement”) with
two creditors of the Company was closed in parallel to the Placement, providing for the settlement of a total of approximately
CAD$41,366 through the issuance of an aggregate of 60,832 Shares at a deemed price of CAD$0.68 per Share. The Company relied on
the private offering exemption in Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, for the offer and sale of such
Shares to a creditor in the United States and Rule 903 of Regulation S for the offer and sale of such Shares outside of the United
States to a Canadian creditor.
A copy of the press release announcing the issuance of these securities
is attached as Exhibit 99.1 to this report.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2018, the Company issued a press release announcing that
Mr. Russell Fryer no longer serves as Executive Chairman or on the Board of Directors of the Company and that Mr. Bryan Murphy,
a current member of the Board of Directors, has been appointed as Chairman of the Board.
Over the past two years, Western has been
engaged in a cost reduction program. To further such cost reductions, Western has taken steps to streamline its management. As
disclosed in the Company’s financial statements for the year ended December 31, 2017, on January 28, 2018 the Company provided
90-day notice to Mr. Fryer’s Baobab Asset Management terminating its consulting contract with the Company effective April
30, 2018. Mr. Fryer served as Executive Chairman of the Company pursuant to that contract and was a named executive officer in
the Company’s Form 10-K annual report for the fiscal year ended December 31, 2017. Upon the termination of that contract,
Mr. Fryer resigned from all positions on the Board of Directors effective May 1, 2018, including as a director and Chairman of
the Board and as a member of the audit committee.
A copy of the press release announcing these changes is included
as Exhibit 99.2 to this report.
Item 8.01. Other Events.
On April 30, 2018, Western issued a news release reporting recent
developments with regard to the Pinon Ridge Mill. A copy of the press release is included as Exhibit 99.3 to this report.
On May 4, 2018, the Company issued another press release providing
a further update regarding the Pinon Ridge Mill. A copy of the press release is included as Exhibit 99.4 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2018
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WESTERN URANIUM CORPORATION
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By:
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/s/ Robert Klein
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Robert Klein
Chief Financial Officer
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